Exhibit 10.15
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into
as of June 2, 2003, by and between KANKAKEE BANCORP, INC., a Delaware
corporation (the "Company"), and XXXXXX X. XXXXXXX (the "Consultant").
RECITALS
WHEREAS, the Company and Aviston Financial Corporation have entered
into that certain Agreement and Plan of Merger as of May 27, 2003 (the "Merger
Agreement"); and
WHEREAS, the Company desires the services that Xx. Xxxxxxx may provide
during the period prior to the Closing (as defined in the Merger Agreement); and
WHEREAS, the Consultant has agreed to provide his services to the
Company on the terms and conditions hereinafter set forth;
NOW, THEREFORE, effective as of June 2, 2003, the Company and the
Consultant hereby agree as follows:
AGREEMENTS
1. Engagement, Period of Engagement.
(a) The Company offers to engage the Consultant and the Consultant
hereby accepts such engagement, to provide services to the Company as a
consultant for the period established under this Section 1 (the "Period of
Engagement"). The Period of Engagement commences on June 2, 2003 and shall end
on the earlier of the Closing or August 1, 2003, unless extended from month to
month in writing by the parties.
(b) Notwithstanding anything contained herein to the contrary, the
Period of Engagement shall end upon any termination of this Agreement pursuant
to Section 5.
2. Services. During the Period of Engagement, the Consultant shall:
(a) Provide the Company with assistance related to the Company's
financial statements, reporting, and any financial aspects of the transaction
governed by the Merger Agreement and on such other matters as are requested by
the Company; and
(b) Serve as an officer and the "designated agent" of KFS
Insurance Agency, Inc.
3. Compensation. In consideration for any services to be provided
under Section 2, the Company shall pay to the Consultant a consulting fee of
five thousand dollars ($5,000.00) per month, payable within ten (10) business
days of the end of each month in which services are rendered hereunder by the
Consultant to the Company. Within five (5) business days of the end of each
month, the Consultant shall provide to the Company a report detailing the
services provided during the previous month by the Consultant pursuant to this
Agreement, such report to
be in form and content reasonably acceptable to the Company. The Company
contemplates that it will require at least thirty (30) hours per month of
Consultant's time under this Agreement.
4. Expenses. If in connection with the performance of service
hereunder at the request of the Company, the Consultant incurs out-of-pocket
costs for expenses for travel, meals and lodging or other reasonable expenses of
a type for which other providers of professional services to the Company would
be reimbursed by the Company, the Consultant shall be entitled to reimbursement
therefor by the Company in accordance with the reasonable standards and
procedures established by the Company and communicated to the Consultant.
5. Termination of Agreement. This Agreement and the Period of
Engagement established hereunder shall terminate immediately upon the occurrence
of any of the following events: (a) the Consultant's death; (b) the Consultant's
material breach of the Consultant's obligations under Section 2 and subsequent
failure to substantially cure such breach after notice of such breach; or (c)
the Consultant's voluntary termination, upon thirty (30) days written notice to
the Company, of this Agreement. Following the termination of this Agreement, the
Company shall have no further obligations hereunder. The provisions of Sections
6 and 7 shall survive the termination of this Agreement.
6. Nonsolicitation. In consideration of the compensation to be paid
to the Consultant pursuant to Section 3, the Consultant hereby covenants and
agrees that for a period of twelve (12) months following the termination of this
Agreement for any reason, the Consultant will not directly or indirectly
(including, without limitation, any action by any corporation, partnership or
other entity for which the Consultant acts as officer, employer, or consultant
or in which the Consultant directly or indirectly holds a shareholder or other
ownership position greater than five percent (5%)) offer employment to, hire,
engage or assist another in offering employment to, hiring or engaging (without
regard to whether it would be in competition with the Company's business) a
person who is or was an employee, commissioned sales person or consultant or who
performed similar services of or for the Company at any time during the then
preceding twelve (12) month period or undertake any business with or solicit the
business of any person, firm or company who shall have been a customer of the
Company during the then preceding twelve (12) month period, in any such case
without the prior written consent of the Company.
7. Confidential Information. The Consultant shall maintain
Confidential Information (as defined below) in strict confidence and secrecy and
shall not at any time, directly or indirectly, use, publish, make lists of,
communicate, divulge or disclose to any person or business entity or use for any
purpose any Confidential Information or assist any third parties in doing so,
except on behalf of and for the benefit of the Company. The Consultant agrees,
upon demand by the Company, to promptly return all Confidential Information
(including any copies, extracts thereof or materials reflecting any such
information) which is in the Consultant's possession.
For purposes of this Agreement, "Confidential Information" shall
include, but not be limited to, materials, records, data or trade secrets
regarding the assets, condition, business, financial information, business
affairs, business matters or other matters related to the Company and to its
direct and indirect subsidiaries and affiliates which the Consultant has
knowledge of as
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a result of the Consultant's services for the Company. Confidential Information
shall not include information that becomes generally available to the public
other than as a result of disclosure by the Consultant. Nothing in this
Agreement modifies or reduces the Consultant's obligations to comply with
applicable laws related to trade secrets, confidential information or unfair
competition.
8. No Employment Relationship Created. The relationship between the
Company and the Consultant shall be that of client and independent contractor.
The Company shall not assume, and specifically disclaims, any obligations of an
employer to an employee which may exist under applicable law. The Consultant
shall be treated as an independent contractor for all purposes of federal, state
and local income taxes and payroll taxes and the Company shall report on the
appropriate IRS Form 1099 all compensation paid to the Consultant. The
Consultant shall be responsible for payment of all taxes, including federal,
state and local taxes, arising out of the Consultant's activities in accordance
with this Agreement, including by way of illustration, but not limitation,
federal and state personal income tax and social security tax, all as may be
required by applicable law or regulation. The Consultant shall have the full
authority to select the means, manner and method of performing the services to
be performed under this Agreement. The Consultant shall not be considered by
reason of the provisions of this Agreement or otherwise as being an employee of
the Company. The Consultant shall not be eligible to participate in any employee
benefit plans offered by the Company or any of its subsidiaries to their
respective employees.
9. Successors and Assigns. This Agreement will inure to the benefit
of and be binding upon the Consultant, the Consultant's legal representatives
and testate or intestate distributees, and the Company, and its successors and
assigns, including, in the case of the Company, any successor by merger or
consolidation or a statutory receiver or any other person or firm or corporation
to which all or substantially all of the respective assets and business of the
Company may be sold or otherwise transferred. The Consultant may not assign any
of his rights under this Agreement without the prior written consent of the
Company. Except as expressly provided herein, nothing in this Agreement shall be
construed to give any person other than the parties to this Agreement any legal
or equitable right, remedy or claim under or with respect to this Agreement or
any provision of this Agreement.
10. Waiver. The rights and remedies of the parties to this Agreement
are cumulative and not alternative. Neither the failure nor any delay by any
party in exercising any right, power or privilege under this Agreement or the
documents referred to in this Agreement will operate as a waiver of such right,
power or privilege, and no single or partial exercise of any such right, power
or privilege will preclude any other or further exercise of such right, power or
privilege or the exercise of any other right, power or privilege.
11. Modification. This Agreement may only be amended by a written
agreement executed by both parties.
12. Notices. All notices and other communications under this Agreement
must be in writing and will be deemed to have been duly given if delivered by
hand or by nationally recognized overnight delivery service (receipt requested)
or mailed by certified mail (return receipt requested) with first class postage
prepaid:
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(a) if to the Company, to:
Kankakee Bancorp, Inc.
000 X. Xxxxxxxx Xxx.
Xxxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxx Xxxxxxxx
with a copy to:
Xxxx X. Xxxxxxxxx, Esq.
Barack, Xxxxxxxxxx
000 X. Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
(b) if to Consultant, to:
Xx. Xxxxxx X. Xxxxxxx
0000 Xxxxxxxxx Xxx
Xxxxxxxxxxx, XX 00000
or to such other person or place as either party shall furnish to the other in
writing. Except as otherwise provided herein, all such notices and other
communications shall be effective: (x) if delivered by hand, when delivered; (y)
if mailed in the manner provided in this Section, five (5) business days after
deposit with the United States Postal Service; or (z) if delivered by overnight
express delivery service, on the next business day after deposit with such
service.
13. Entire Agreement. This Agreement and any documents executed by the
parties pursuant to this Agreement and referred to herein constitute a complete
and exclusive statement of the entire understanding and agreement of the parties
hereto with respect to their subject matter and supersede all other prior
agreements and understandings, written or oral, relating to such subject matter
between the parties.
14. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Agreement. Without
limiting the generality of the foregoing, if the scope of any provision
contained in this Agreement is too broad to permit enforcement to its full
extent, but may be made enforceable by limitations thereon, such provision shall
be enforced to the maximum extent permitted by law, and the Consultant hereby
agrees that such scope may be judicially modified accordingly.
15. Counterparts. This Agreement and any amendments hereto may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed and the Consultant has hereunto set his hand, all as of the day and
year first above written.
KANKAKEE BANCORP, INC.
By: /s/ Xxxxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxxx
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Xxxxx Xxxxxxxx Xxxxxx X. Xxxxxxx
Executive Vice President
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